As to the Company Sample Clauses

As to the Company. The restrictions on the Company under Section 2.7(a) of this Agreement shall terminate at the option of the Company upon 10 days' notice to the Fund:
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As to the Company. The Company may not pay the principal of, or any premium or interest on, Subordinated Debt Securities or make any deposit pursuant to Article Eight with respect to such Subordinated Debt Securities and may not repurchase, redeem or otherwise retire (except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Section 3.08, by the delivery of Subordinated Debt Securities by the Company to the Trustee pursuant to Sections 3.08 and 3.09) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if (i) any principal, premium or interest in respect of Senior Indebtedness of the Company is not paid when due, including any applicable grace period (including at Maturity) or (ii) any other default on Senior Indebtedness of the Company occurs and the Maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Company may pay the Subordinated Debt Securities without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness of the Company. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness of the Company pursuant to which the Maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the Subordinated Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness of the Company specifying an election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no longer continuing). Notwithstanding the provisions described in the immediate...
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As to the Company. The Company may elect to cease investing in the Trust, promoting the Trust as an investment option under the Contracts, or withdraw its investment in the Trust, subject to compliance with applicable law, upon written notice to the Trust within 30 days of the occurrence of any of the following events:
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As to the Company. Except as set forth in the Seller Disclosure Schedules, each of the Company and Sellers represents and warrants to Purchaser as of the date hereof as follows:
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As to the Company. Except with respect to a successor entity (as described below), the Company may not assign any rights or obligations hereunder without the prior written consent of Manager. The Company shall require any person who is the successor (whether direct or indirect, by purchase, exchange, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company (a “Successor Transaction”) to expressly assume the obligations of the Company hereunder. The “Company” as used in this Agreement shall expressly include any such successors in a Successor Transaction.
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As to the Company. The Company shall indemnify and hold harmless the Agency and its Producers, directors, officers and employees from and against any and all claims, causes of action, liabilities, demands, costs, fees (including reasonable attorney’s fees), expenses, suits, judgments, adjudications and losses of whatever kind or nature arising or incurred as a result of:
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As to the Company. The Company shall indemnify and hold harmless the Member Agency and its Producers, directors, officers and employees from and against any and all claims, causes of action, liabilities, demands, costs, fees (including reasonable attorney’s fees), expenses, suits, judgments, adjudications and losses of whatever kind or nature arising or incurred as a result of the acts or omissions of the Company in connection with this Agreement. The Member Agency shall notify the Company, in writing, within twenty-four (24) hours, of its receipt of any notice of action relating to any of the above-referenced liabilities, and the Company shall be entitled to participate in such action or to assume the defense of any such action. If the Company assumes the defense of any such action, it shall not be liable for any legal or other expenses subsequently incurred by the Member Agency and/or its Producers, directors, officers or employees absent the Company’s approval, in writing, of such expenses. As to the Member Agency: The Member Agency shall indemnify and hold harmless the Company and its directors, officers and employees from and against any and all claims, causes of action, liabilities, demands, costs, fees (including reasonable attorney’s fees), expenses, suits, judgments, adjudications and losses of whatever kind or nature arising or incurred as a result of the acts or omissions of the Member Agency in connection with this Agreement. The Company shall notify the Member Agency, in writing, within twenty-four (24) hours, of its receipt of any notice of action relating to any of the above-referenced liabilities, and the Member Agency shall be entitled to participate in such action or to assume the defense of any such action. If the Member Agency assumes the defense of any such action, it shall not be liable for any legal or other expenses subsequently incurred by the Company and/or its directors, officers or employees absent the Member Agency’s approval, in writing, of such expenses. As to IIANJ Marketing Programs, Inc.: The Member Agency hereby agrees to indemnify and hold IIANJ Marketing Programs and its affiliates, and its and their officers, directors, employees and agents, harmless from any and all claims, losses, costs, expenses, deficiencies, liabilities, obligations or damages (including related counsel fees and disbursements) arising from or in any manner related to (i) any inaccurate representation made in this Agreement, (ii) any breach of any of the agreements o...
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Related to As to the Company

  • Payments to the Company Except as provided in Section 3 hereof, after the Trust has become irrevocable, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.

  • To the Company The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 506. At least fifteen (15) days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid.

  • SERVICES TO THE COMPANY In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

  • Notice to the Company The Option shall be exercised in whole or in part by written notice in substantially the form attached hereto as Exhibit A directed to the Company at its principal place of business accompanied by full payment as hereinafter provided of the exercise price for the number of Option Shares specified in the notice.

  • By the Company The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoing, the Company will not be liable in any such case to the extent that any such Losses result from, arise out of, are based upon, or relate to an untrue statement, or omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

  • Successor to the Company The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Successors to the Company The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.

  • Repayment to the Company Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company upon its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

  • Confirmation to the Company If acting as sales agent hereunder, the Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has placed Shares hereunder setting forth the number of shares sold on such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof.

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